UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
JLM COUTURE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
477427108
(CUSIP Number)
NEIL GOLD, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 7, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 477427108 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carl Seaman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 71,666
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 71,666
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.75%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 477427108 13D Page 3 of 5 Pages
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Security and Issuer.
ITEM 1. SECURITY AND ISSUER.
Title and Class of Securities:
Common stock
Name and Address of Issuer:
JLM Couture, Inc.
525 Seventh Avenue, Suite 1703
New York, New York 10018
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Carl Seaman (the "Reporting Person"). Mr.
Seaman is an individual with a business address at: c/o Carl & Associates, 250
Park Avenue, New York, New York 10177. Mr Seaman's current occupation is:
private investor.
During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, the Reporting Person was not a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction.
Mr. Seaman is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Seaman acquired the shares of JLM Couture, Inc. common stock
("Common Stock") through the use of private funds.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock beneficially owned by Mr. Seaman were
acquired solely for investment purposes.
This statement is filed to reflect a material decrease in the
percentage of outstanding Common Stock beneficially owned by the Reporting
Person. On June 30, 2004, Mr. Seaman transferred 30,000 shares of Common Stock
to a non-profit organization without consideration. On July 7, 2004, Mr. Seaman
transferred an additional 180,000 shares of Common Stock to various non-profit
organizations without consideration.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Seaman beneficially owns an aggregate of 71,666 shares of
Common Stock representing approximately 3.75% of the outstanding shares of
Common Stock.
(b) For information with respect to the power to vote or direct the
vote and the power to dispose or to direct the disposition of the Common Stock
beneficially owned by the Reporting Person, see Rows 7-10 of the cover page.
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CUSIP NO. 477427108 13D Page 4 of 5 Pages
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(c) No transactions in the Common Stock were effected by the Reporting
Person during the past 60 days.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the outstanding Common Stock on July 7, 2004.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. EXHIBITS.
None.
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CUSIP NO. 477427108 13D Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 8, 2004
By: /s/ Carl Seaman
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Carl Seaman